Content Provider | Supreme Court of India |
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e-ISSN | 30484839 |
Language | English |
Access Restriction | NDLI |
Subject Keyword | 11 12 appellant-promoter acquiring in excess of 15% of the total shareholding of the Target Company - Appellant made a public announcement making an offer to the remaining sh takeover of company 1997 - Regs 3 16 and 20 - Takeover of company - Transaction of buy-back of shares between promoter and State Financial Institution - Requirement of disclosure in the public announcement - On facts Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 10 |
Content Type | Text |
Resource Type | Law Judgement |
Jurisdiction | India |
Case Type | Appeal |
Court | Supreme Court of India |
Disposal Nature | Appeal Dismissed |
Headnote | Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 — Regs 3, 10, 11, 12, 16 and 20 —- Takeover of company - Transaction of buy-back of shares between promoter and State Financial Institution — Requirement of disclosure in the public announcement ~ On facts, takeover of company, appellant-promoter acquiring in excess of 15% of the total shareholding of the Target Company — Appellant made a public announcement making an offer to the remaining shareholders of the target company to purchase shares of the company at an offer price of Rs 8.75 per equity share when their face value was Rs 10/ and the appellant had acquired at the rate of Rs 23.75 per share — Appellant neither in the public announcement nor in the letter disclosed that he had already bought back the shares of the Institution - Appellant deposited amount with the Institution via post dated cheques — Appellant's case that the said cheques was notin consideration for the buy-back of shares but by way of security for buy back obligation and since the cheques were later dishonoured, there was no acquisition — Held: Transaction between the appellant and the State Financial Institution is subject to Regs 16 and 20, and the rate at which the appellant bought back the shares from the Institution had to be disclosed in the public announcement — Post-dated cheques were in consideration of the buy-back of the shares — Said cheques amounted to a promise to pay and promise to pay amounted to sale of shares — Subsequent dishonouring of the cheque would have no effect — Buy-back was in pursuance of an agreement, there was consensus ad idem — Appellant subsequently shirked his responsibility and tried to slither away from honouring the agreement, which he cannot be allowed to gain from — Acquisition takes place the moment the acquirer decides or agrees fo acquire, irrespective of the time when the transfer stands completed in all respects — Actual transfer need not be contemporaneous with the intended transfer and can: be in futuro — Thus, the order passed by SEBI directing the appellant to go in for a fresh public announcement and offer to the shareholders of the target company the price of Rs. 23.75 per share upheld — Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. |
Judge | Hon'ble Mr. Justice Vikramajit Sen |
Neutral Citation | 2015 INSC 865 |
Petitioner | A. R. Dahiya |
Respondent | Sebi |
SCR | [2015] 12 S.C.R. 202 |
Judgement Date | 2015-11-26 |
Case Number | 2727 |
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